GENERAL CONDITIONS OF PURCHASE

"AVRIL": any legal entity which, at present or in the future, directly or indirectly, controls, is controlled by or is under the same control as AVRIL, the concept of control being understood within the meaning of Art. L233-3 of the French Commercial Code, or in which AVRIL holds a stake of between 10% and 50%, within the meaning of Art. L233-2 of the French Commercial Code.

"Goods and/or Services": any goods and/or services, in the broadest sense, defined in the Order.
"GCP": these general conditions of purchase applicable to all Orders.
"GCIEC": the General Conditions for the Intervention of an External Company, which describe the rules applicable to and related to the Supplier's presence on AVRIL's sites.
"Order": any handwritten or electronic document issued by AVRIL expressing its intention to purchase Goods and/or Services from the Supplier, in accordance with the GCP, specifying the nature, quantity, price, delivery times and any special conditions agreed between the Parties.
"Data": personal data in accordance with the GDPR.
"Force Majeure": as defined in Art. 1218 of the French Civil Code and as established by case law.
"Supplier": any supplier and/or service provider that supplies Goods and/or Services to AVRIL.
"Confidential Information": any confidential data transmitted by AVRIL to the Supplier, regardless of its purpose, nature, medium and mode of communication.
"Delivery": physical delivery or effective provision of the Goods to the address, place and in accordance with the terms specified in the Order, accompanied by all required documents (delivery note, certificate of conformity, technical documentation, etc.). With regard to the Service, this refers to the complete performance of the service.
"Party(ies)": AVRIL and/or the Supplier, collectively or individually.
"GDPR": Regulation (EU) 2016/679 of 27 April 2016 and Law No. 78-17 of 6 January 1978.

In the event of a conflict between the documents applicable between the Parties, the following order of precedence shall apply, in descending order: (i) AVRIL's Code of Ethics and Conduct, (ii) AVRIL's Supplier Code of Conduct, (iii) Order, (iv) special conditions, (v) GCP, (vi) GCIEC. Any Order accepted by the Supplier constitutes express acceptance of the GCP, excluding any general terms and conditions of sale of the Supplier.

Any Order may be modified or cancelled by AVRIL, without compensation, as long as it has not been expressly accepted by the Supplier, which shall be deemed to have been accepted 7 days after it has been sent or modified. All Orders are independent and do not prejudge any future commercial relationship and therefore do not constitute a commitment to purchase a certain volume, exclusivity for the Supplier, or a reference for future orders.

Delivery shall be deemed to have been made upon receipt of the Goods and/or Services by AVRIL, without any apparent reservations. This receipt may be partial and accompanied by a retention of title. It does not constitute final acceptance, as AVRIL reserves the right to contest the conformity in terms of quantity and/or quality after receipt, in particular in the event of a non-apparent defect or a deviation from the contractual stipulations.
The Parties must inform each other of any circumstances that may affect the proper execution of the Order and its Delivery. Delivery must be made to the address, on the date and at the time indicated in the Order, unless otherwise specified by AVRIL prior to Delivery.

The Supplier must ensure that the Goods and/or Services comply with (i) the Order, AVRIL's specifications and the agreed service levels, (ii) are free from defects, (iii) are fit for AVRIL's intended use, and (iv) are provided by qualified personnel. AVRIL reserves the right to have the Goods and/or Services examined by an expert at any time, without this relieving the Supplier of its responsibilities. In the event of non-compliance, the cost of the expert assessment and the consequences of the non-compliance shall be borne by the Supplier. In the event of an apparent defect, non-compliance and/or delay in the Order, and without prejudice to any rights, actions and remedies that AVRIL may have against the carrier or the Supplier, AVRIL may, at its discretion, and at the Supplier's sole expense: (i) refuse or cancel all or part of the Order or (ii) require the Supplier or any third party designated by AVRIL to bring the Order into compliance or replace it.

The price determined in the Order is firm and cannot be revised, even in the event of a change in circumstances, for any reason whatsoever, including under Art. 1195 of the French Civil Code. It includes all costs (transport, packaging, unloading, installation, insurance, taxes, charges, intellectual property rights, taxes) and excludes VAT. By default, the Order is governed by Incoterm DDP ICC 2020 edition.

Each Order must be invoiced separately, indicating all information required by law (Art. L441-3 et seq. of the French Commercial Code), and must comply with AVRIL's "Charter for Proper Invoicing". Any non-compliant invoice will be returned to the Supplier for reissuing.

Invoices shall be paid by bank transfer within the following time frame: invoice date + 45 days + end of the month, unless otherwise provided by law, subject to Delivery. Payment does not constitute acceptance of the terms and conditions or the price. In the event of late payment, the interest rate, payable on the day following the invoice due date, shall be three times the French legal interest rate. AVRIL reserves the right to automatically offset any amount owed to the Supplier against any amount owed by the latter (penalties, compensation, etc.). Any recourse to factoring requires prior notification to AVRIL by registered letter with acknowledgement of receipt. For payment by direct debit, a SEPA mandate must be sent in advance.

Ownership of the Goods and/or Services is transferred to AVRIL on the date of payment or Delivery, whichever comes first. Risks (loss, theft, etc.) are only transferred upon actual receipt of the Goods and/or Services by AVRIL, as evidenced by a delivery note or any other equivalent document, and, where applicable, after their installation or commissioning. Any retention of title clause is unenforceable. The Supplier guarantees that the Goods are free of any rights, pledges or encumbrances. When materials, components or any other items are supplied by AVRIL, the Supplier must clearly identify them as the property of AVRIL and take all necessary measures to preserve these rights in the event of a claim by third parties and return them in the event of termination of the Order for any reason and/or at the simple request of AVRIL.

Before submitting any price quotation/estimate, the Supplier shall (i) analyse AVRIL's requirements: gather all relevant information on the use and destination of the Goods and/or Services, (ii) find out about all uses, regulations and standards in force and applicable to each Order. To ensure the proper execution of the Order, the Supplier shall carry out all necessary research and quality tests. The Supplier is responsible for the quality of the Goods and/or Services, regardless of the level of control, audit or assistance carried out by AVRIL, whether at the Supplier's premises or those of its subcontractors. The Supplier undertakes to provide AVRIL with (i) official documents specific to its activity (quality certificates, veterinary approval, etc.), (ii) certificates obtained after each renewal audit. Any modification of the Goods or their manufacturing process by the Supplier is prohibited without the prior written consent of AVRIL. Audits may be carried out by AVRIL or a representative, on a date of its choosing: (i) prior to any Order at the Supplier's production site, (ii) at any time once a year, (iii) following any event (installation of new equipment, modification of processes, anomalies, etc.). Following these audits, the Supplier undertakes to implement, within the agreed time frame, all corrective actions required by AVRIL. The Supplier undertakes to facilitate access to its facilities, to cooperate fully and to provide any information useful for the performance of this audit.

The Supplier undertakes to supply the spare parts, components and elements necessary for the use of the Goods for a minimum period of 10 years from the official notification by registered letter with acknowledgement of receipt of the discontinuation of manufacture or withdrawal of the Goods from the catalogue. These parts must be supplied at reasonable prices and within reasonable delivery times. The Supplier also undertakes to (i) grant AVRIL the non-exclusive, free and irrevocable right to manufacture, use, sell and repair, in whole or in part, the spare parts concerned, (ii) provide AVRIL, at no additional cost, with all the documents necessary for the exercise of these rights. In the event of cessation of activity, for whatever reason, the Supplier must inform AVRIL as soon as possible.

The Supplier is bound by (i) the warranty against hidden defects (Art. 1641 et seq. of the French Civil Code), (ii) the safety of the Goods (Art. 1245 et seq. of the French Civil Code), (iii) the legal warranty of conformity (Art. L217-1 et seq. of the French Consumer Code), notwithstanding any clause to the contrary.

The Supplier guarantees that the Goods and/or Services comply with (i) Art. 5 of the GCP, (ii) the laws, regulations and standards in force, best practices and the state of the art, (ii) normal requirements for use, reliability and service life, as well as their intended purpose.

By default, the Supplier guarantees the proper performance and functioning of the Goods for a period of 24 months from the date of receipt on site or the date of replacement or repair. The warranty on ingredients is valid until the best-before date.

If the Supplier detects a risk to consumer safety or a need to withdraw/recall the Goods, it must (i) inform AVRIL within 24 hours, (ii) assist in developing and implementing a corrective strategy, and (iii) compensate AVRIL for any damage.

During the warranty period, the Supplier must (i) intervene as soon as possible to repair or replace any defective item, (ii) bear all costs related to this intervention (transport, labour, adjustment, etc.).

The Supplier shall be liable for all direct and indirect consequences resulting from the non-performance or poor performance of its obligations. Compliance with deadlines, conformity and specifications constitutes an obligation of result.

The Supplier guarantees (i) that it has taken out civil liability insurance with reputable insurance companies covering all risks related to its activities (transport, supply of the Goods and/or Services, bodily injury, material and immaterial damage, etc.), (ii) that it will maintain this insurance throughout the execution of the Order, and (iii) that it will provide any certificate upon simple request by AVRIL.

The Supplier shall certify, upon simple request by AVRIL, the origin and complete traceability of the Goods, including raw materials, packaging items and any other components of the Goods.

Each Party retains all intellectual property rights it held prior to the Order. The Supplier grants AVRIL a non-exclusive, worldwide, royalty-free licence for the legal duration of the intellectual property rights, covering the elements protected by its pre-existing rights and made available to AVRIL, with the option to sub-license. The Supplier transfers to AVRIL, on an exclusive and worldwide basis, all intellectual property rights attached to the Goods and/or Services, as and when they are developed, including, in the event of copyright protection, the right of reproduction, representation, adaptation, use and marketing, for all media and processes, whether known or unknown at the time of the Order. The Supplier therefore undertakes not to exploit them for its own benefit or to transfer them to any third party. The final transfer price is included in the Supplier's remuneration. The Supplier guarantees AVRIL the peaceful and unrestricted enjoyment of all rights transferred and granted to enable it to use, exploit, maintain, import, export and/or sell the Goods and/or Services, without restriction or hindrance. In this respect, the Supplier guarantees AVRIL against any third-party action resulting from the violation of these rights and shall indemnify AVRIL for any harmful consequences, including defence costs. AVRIL's trademarks, acronyms, names, designations and logos, whether registered or not, may not be used by the Supplier under any circumstances.

The Supplier undertakes to comply with all legal and regulatory obligations in force, in particular with regard to labour law, immigration, social security, health and safety, the environment, subcontracting, chemical substances, food safety and ATEX risks.

The Supplier certifies that it has made the necessary social security and tax declarations and undertakes to provide AVRIL, every 6 months, with the documents required according to its place of establishment or domicile (in France according to Art. L8222-1, R8222-1, D8222-5, D8254-2 and D8254-4, and abroad according to Art. L8222-1, L8222-4, R8222-1 and D8222-7 of the French Labour Code and the DUNS number).

The Supplier declares that all buildings it uses or operates comply with applicable regulations, in particular with regard to (i) safety, (ii) storage and use of hazardous products, (iii) compliance with environmental standards, (iv) legislation on classified establishments.

The Supplier guarantees that the Goods, in particular foodstuffs, are (i) controlled according to the HACCP method and appropriate to the health risks, (ii) marked according to GS1-128 standards, (iii) compliant with the requirements of the European Hygiene Package.

The Supplier undertakes to comply in particular with (i) the REACH Regulation (EC No. 1907/2006), (ii) the RoHS and WEEE Directives (Art. R543-206-4 et seq. of the French Environmental Code), (iii) ESG transparency and reporting obligations, if applicable.

The Supplier may not subcontract, assign or transfer, directly or indirectly, all or part of its rights and obligations without AVRIL's prior consent. In any event, the Supplier remains solely responsible for its obligations and undertakes to impose the same obligations on its employees, suppliers and subcontractors. In the event of unauthorised subcontracting or assignment, AVRIL shall not be obliged to accept the Delivery. In the event of a change of control of the Supplier (Art. L233-3 of the French Commercial Code), the latter must immediately inform AVRIL in writing. In the absence of notification or if this change may significantly affect the execution of the Order or compromise the relationship between the Parties, AVRIL may terminate the Order within 30 days.

The Supplier undertakes to (i) treat Confidential Information with the highest degree of confidentiality, (ii) not disclose it to third parties without the prior written consent of AVRIL, (iii) use it exclusively for the performance of the Order or the preparation of offers/quotations. This obligation shall apply for 10 years from the date of disclosure, unless otherwise provided by law or contract. Information covered by trade secrets as defined by Law No. 2018-670 of 30 July 2018 must remain confidential until it has been made public by the legitimate holder or an authorised third party.

The Parties may be required to process the Data of the other Party or its employees. In this context, as data controllers, they undertake to comply with the GDPR and to take all necessary technical and organisational measures to ensure its security and confidentiality. The Supplier is informed that AVRIL processes the Data necessary (i) for the execution of the Order, (ii) marketing and commercial prospecting operations, (iii) the management of any unpaid debts and disputes, and (iv) compliance with its legal and regulatory obligations and, where applicable, (v) based on its legitimate interest (management and monitoring of its customer and prospect relationships, fraud prevention, IT system security). This Data is intended for AVRIL staff and external services responsible for fulfilling its social, accounting and tax obligations, as well as any subcontractors and service providers. It is kept for the period strictly necessary for its purposes. Individuals whose Data is processed by AVRIL have the right to access, rectify, oppose, delete and restrict the use of their Data, as well as the right to Data portability. Any requests in this regard should be sent to gdpr@avril.com. They may lodge a complaint with the CNIL. In the event of a Data breach that may pose a risk, the Party concerned undertakes to notify the CNIL of the breach no later than 72 hours after becoming aware of it, and to notify the person concerned as soon as possible. In the event of subcontracting between the Parties, the subcontractor undertakes to comply with the GDPR. Any subsequent subcontracting shall be subject to prior and specific written authorisation. Any transfer of data outside the EU shall be governed by (at the choice of) (i) an adequacy decision by the European Commission, (ii) the implementation of appropriate safeguards, (iii) the implementation of binding corporate rules approved by the CNIL.

Neither Party shall be held liable for any breach of its obligations resulting from the occurrence of a Force Majeure event. In the event of Force Majeure, the Supplier must notify AVRIL in writing within a maximum of 48 hours after the event occurs. The Supplier shall (i) provide evidence, (ii) make every effort to limit the effects, (iii) notify the end of the event within a maximum of 48 hours after its cessation. The contractual Delivery times shall be extended, where applicable, for a period equivalent to the duration of the event. If the event persists for more than 30 days, AVRIL may terminate the Order.

If any provision of the GCP is declared null and void, invalid or unenforceable, this shall not affect the validity of the other provisions, which shall remain in full force and effect. The fact that a Party does not immediately exercise a right or does not sanction a breach shall not constitute a waiver of that right or an amendment to the GCP and shall not prevent its subsequent exercise.

In the event of non-performance or poor performance by the Supplier of any of its obligations, after formal notice has remained without effect for 30 days, AVRIL may terminate all or part of the Order as of right.

AVRIL shall not be held liable for any direct or indirect damage resulting from the termination of the commercial relationship, including any claims related to start-up costs, investment, contractual commitments, severance pay or loss of profits by the Supplier. Furthermore, if the termination occurs before final receipt of the Order and/or due to a delay in its execution, the Supplier shall reimburse AVRIL for all sums paid on the date of termination, in return for the return of the Goods by AVRIL, by making them available to the Supplier.

The GCP are governed by French law. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (Vienna Convention) does not apply to the GCP. In the event of a dispute, the Parties undertake to seek an amicable solution through mediation before any legal action, which shall commence within 30 days of the request of one of the Parties. Failing this, the dispute shall be submitted to the competent court of AVRIL's registered office, notwithstanding multiple defendants or the introduction of third parties.